Common use of Preparation of Proxy Statement Clause in Contracts

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn).

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly Company is required under the DGCL in order to consummate the Merger, the Company shall, at Parent’s request, as soon as practicable following receipt of SEC comments thereonthe acceptance for payment of, if anyand payment for, or upon receipt of notification that shares by Purchaser in the SEC will not comment thereonOffer, the Company shall prepare and file with the SEC definitive a proxy materials or information statement (such proxy materials as amended or supplemented are referred to herein as the "“Proxy Statement"”) which comply in form accordance with the Exchange Act and any other applicable Laws, and will use its commercially reasonable efforts to respond to any comments of the SEC requirementsor its staff and to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. The Company and shall notify Parent will notify each other promptly of upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff, or any other government officials on the other hand with respect to the Proxy Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other government officials, on the other hand, with respect . If at any time prior to the Proxy Statement or other filing. Whenever Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe Company shall not mail any Proxy Statement, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andor any amendment or supplement thereto, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's ’s stockholders that they vote in favor unless it has first obtained the consent of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude Parent to such recommendation ifmailing, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and which consent shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)not be unreasonably withheld.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate The Company, the Offer and the MergerShareholders, at the request of Merger Sub, Parent and in accordance with applicable lawSaw Mill shall furnish to each other all information concerning such person or such person's business that is required for the Proxy Statement (as herein defined). Under the direct control of the Special Committee, the Company and Parent shall shall, as soon as practicable, prepare and the Company shall file (after providing Merger Sub with the SEC (if necessary), a reasonable opportunity to review and comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing) relating to the approval meeting of the Merger and the adoption holders of this Agreement by the stockholders shares of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Common Stock to be held in connection with the SEC definitive proxy materials Merger (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply with the SEC and shall use its best efforts to respond to any comments of the SEC (after providing Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable after responding to all such comments to the satisfaction of the staff; provided, that, subject to Saw Mill's, Parent's and Merger Sub's compliance with the immediately preceding sentence, in form no event shall the Company file the Proxy Statement with applicable the SEC requirementsany later than the date forty-five (45) days after the date hereof. The Company and Parent will shall notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Merger Sub with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or the Transactions. The Company will cause the Proxy Statement to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Shareholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other filingsuch information relating to it and its affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. Whenever If at any time prior to the Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent prepare and mail to its shareholders such an amendment or supplement; provided, that no such amendment or supplement to the Proxy Statement will be made by the Company without providing the Merger Sub the reasonable opportunity to review and comment thereon and without the approval of such occurrence Merger Sub, which approval shall not be unreasonably withheld. To the extent practicable, the Special Committee and cooperate its counsel shall permit Merger Sub and its counsel and the Company and its counsel to participate in filing all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or its staff the Transactions; provided that in the event that such participation by Merger Sub or any other government officialsthe Company is not practicable, and/or mailing to stockholders the Special Committee shall promptly inform Merger Sub and the Company of the Company, content of all such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement communications and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)participants involved therein.

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt the date of this Agreement (but in any event not later than twenty-five (25) Business Days thereafter), the Company shall prepare the Proxy Statement and after consultation with, and approval by Parent, file the preliminary Proxy Statement with the SEC. The Company shall use its reasonable best efforts to (i) obtain and furnish the information required to be included by the SEC in the Proxy Statement, respond, after consultation with Parent, promptly to any comments thereonmade by the SEC with respect to the Proxy Statement, if any, or and (ii) promptly upon receipt the earlier of (x) receiving notification that the SEC is not reviewing the preliminary Proxy Statement and (y) the conclusion of any SEC review of the preliminary Proxy Statement, cause a definitive Proxy Statement to be mailed to the Company’s stockholders and, if necessary, after the definitive Proxy Statement shall have been so mailed, promptly circulate amended or supplemental proxy materials and, if required in connection therewith, resolicit proxies; provided, however, that no such amended or supplemental proxy materials will not comment thereon, the Company shall file be filed with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as mailed by the "Proxy Statement") which comply in form with applicable SEC requirementsCompany without consultation and review by Parent. The Company and shall promptly notify Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by from the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information information, and will shall promptly supply each other Parent with copies of all written correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or members of its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement Statement, the Mergers or any of the other filingtransactions contemplated by this Agreement. Whenever Parent shall reasonably cooperate with the Company in connection with the preparation of the Proxy Statement, including furnishing to the Company any event occurs that is and all information regarding Parent, Merger Sub I, Merger Sub II, the Partnership and their respective Affiliates as may be required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplementdisclosed therein. If required, the The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of contain the Company and shall include Recommendation, except to the approval of this Agreement and the Merger by the Board of Directors of extent that the Company andBoard shall have effected an Adverse Recommendation Change, subject to the fiduciary duties of the directors of the Company as permitted by and the provisions of determined in accordance with Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn6.5(d).

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate No later than 21 days after the Offer date hereof, Parent and the MergerCompany shall prepare, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and as promptly as practical thereafter the Company shall file with the SEC, the preliminary form of the Proxy Statement. Parent and the Company shall use commercially reasonable best efforts to have such Proxy Statement approved by the SEC (if necessary)as promptly as practicable after filing and, preliminary proxy materials relating subject to Section 5.4 hereof, the Company shall schedule the Company Shareholders Meeting as soon as practicable thereafter. The Proxy Statement will, when prepared pursuant to this Section 7.6 and mailed to the Company’s shareholders, comply as to form and substance in all material respects with the applicable requirements of the 1934 Act. Each of Parent and the Company shall indemnify and hold harmless the other from any obligations, claims or liabilities arising from any statement supplied by such party for inclusion in the Proxy Statement which, at the time such statement was made, is false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statement, in light of the circumstances under which it was made, not false or misleading. The Proxy Statement shall include, among other things, a description of the fairness opinion received by the Company and a declaration of the Company’s Board of Directors of approval of the Merger, the advisability of the Merger and its recommendation that the Company’s Shareholders approve the Merger, subject to the right of the Company’s Board of Directors to withhold or revise recommendation of the Merger in accordance with Section 5.4 of this Agreement. The Proxy Statement shall be reviewed and approved by Parent and its counsel prior to the mailing of such Proxy Statement to the Company’s shareholders, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary that may be contained elsewhere in this Agreement, the Company may cease it efforts to obtain approval of the Proxy Statement by the SEC or postpone or cancel the mailing of the Proxy Statement or the holding of the Company Shareholder Meeting, without thereby violating or breaching this Agreement, but subject to the provisions of Section 9.4 hereof (to the extent applicable) if (i) the Company has receive a Superior Proposal (as defined in Section 5.4(b) above) or (ii) any event or circumstance has occurred that would entitle the Company to terminate this Agreement or change its recommendation with respect to approval of the Merger and in a manner adverse to Parent, including the adoption making by a third party of this Agreement by the stockholders of the Company. As promptly a Competing Proposal (as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to be set forth in an amendment or supplement to the Proxy Statement or any other filing, the Company shall promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described defined in Section 3.24 (unless subsequently withdrawn9.1(h) below).

Preparation of Proxy Statement. (a) If required Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by applicable law in order the Purchaser pursuant to consummate the Offer and the Mergeras provided for in this Agreement, at the request of prepare and file (after providing Parent and in accordance the Purchaser with applicable law, the Company a reasonable opportunity to review and Parent shall prepare and the Company shall file with the SEC (if necessary), propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the approval meeting of the Merger and the adoption of this Agreement by the stockholders holders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file Shares to be held in connection with the SEC definitive proxy materials Transactions (such proxy materials as amended together with any amendments thereof or supplemented are referred to herein as supplements thereto, the "Proxy Statement") which comply (or, if reasonably requested by Parent or the Purchaser and appropriate under the Exchange Act, an information statement in form lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with applicable all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC requirementsand shall use reasonable best efforts to respond to any comments of the SEC (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC staff. The Company shall promptly notify Parent and Parent will notify each other promptly the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders' Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other filingsuch information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. Whenever If at any time prior to the Stockholders' Meeting there shall occur any event occurs that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing with the SEC or mail to its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, ; provided that no such amendment or supplement to the Proxy Statement shall solicit will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Merger Purchaser, which approval shall not be unreasonably withheld. The Company and adoption of its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement by or the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Transactions.

Preparation of Proxy Statement. As promptly as reasonably practicable following the Closing, but, in any case within sixty (a60) If required days thereafter, Xxxxxxx shall file a preliminary proxy statement (the “Proxy Statement”) for a vote of its stockholders to approve the issuance of the shares of Carmell Common Stock issuable upon conversion of the Carmell Series A Preferred Stock (the “Required Transaction Proposal”). The post-closing Company shall use its reasonable best efforts to (A) cause the Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by applicable law in order the SEC (including, with respect to consummate the Offer Company, the provision of financial statements of, and the Merger, at the request of Parent and in accordance any other information with applicable lawrespect to, the Company for all periods, and Parent shall prepare and in the Company shall file with form, required to be included in the SEC Proxy Statement under Securities Laws (if necessary), preliminary proxy materials relating after giving effect to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, any waivers received) or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred in response to herein as the "Proxy Statement") which comply in form with applicable SEC requirements. The Company and Parent will notify each other promptly of the receipt of any comments from the SEC or its staff SEC); and (B) promptly notify the other Party of, reasonably cooperate with each other with respect to and respond promptly to any comments of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will supply each other with copies of all correspondence between such party or any of its representativesstaff. Carmell, on the one hand, and the SEC, or its staff or any other government officialsCompany, on the other hand, with respect shall promptly furnish, or cause to be furnished, to the Proxy Statement other all information concerning such Party and its Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of Carmell to the SEC or Nasdaq in connection with the transactions contemplated by this Agreement and the Ancillary Documents. Whenever If any event occurs Party becomes aware of any information that is required to should be set forth disclosed in an amendment or supplement to the Proxy Statement or Statement, then (1) such Party shall promptly inform, in the case of any other filingCarmell Party, the Company Company, or, in the case of the Company, Carmell thereof; (2) such Party shall prepare and mutually agree upon with, in the case of Carmell, the Company, or, in the case of the Company, Carmell (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to Proxy Statement; (3) Xxxxxxx shall promptly inform Parent of file such occurrence mutually agreed upon amendment or supplement with the SEC; and cooperate (4) the Parties shall reasonably cooperate, if appropriate, in filing with promptly mailing such amendment or supplement to the Carmell Stockholders. Carmell shall, as soon as practicable following notification from the SEC or its staff or any other government officials, and/or mailing to stockholders that it has completed its review of the Companypreliminary proxy statement or that it will not review the preliminary proxy statement, such amendment or supplement. If required, file and mail a definitive proxy statement for the Proxy Statement shall solicit vote of its stockholders to approve the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Required Transaction Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn).

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable after the Offer and the Merger, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), preliminary proxy materials relating to the approval of the Merger and the adoption execution of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereonAgreement, the Company shall file prepare and cause to be filed with the SEC definitive preliminary proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which for the solicitation of approval of the shareholders of the Company of (i) the issuance by the Company of shares of Common Stock pursuant to, and purchase of shares of Common Stock by the exercise of, the Warrants, (ii) such other transactions contemplated hereby and pursuant to the Ancillary Documents as may reasonably require approval of the Company's shareholders (together with clause (i), the "Shareholder Approval"), (iii) the election of directors and (iv) such other matters as the Company and the Purchaser may reasonably agree. Subject to compliance by the Purchaser of its covenants in this Section 5.1, the Company shall cause the Proxy Statement related thereto to materially comply in form with applicable SEC requirements. The Company law and Parent will notify each other the rules and regulations promulgated by the SEC, to respond promptly of the receipt of to any comments from of the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders as promptly as practicable. Each of the parties hereto shall promptly furnish to the other party all information concerning itself, its shareholders and its Affiliates that may be required or reasonably requested in connection with any other filing or for additional information and will supply each other with copies of all correspondence between such action contemplated by this Section 5.1. If any event relating to any party or any of its representatives, on the one hand, and the SECoccurs, or its staff or if any other government officialsparty becomes aware of any information, on the other hand, with respect to the Proxy Statement or other filing. Whenever any event occurs that is required to should be set forth disclosed in an amendment or supplement to the Proxy Statement or any Statement, then such party shall inform the other filing, the Company thereof and shall promptly inform Parent of such occurrence and cooperate with each other in filing such amendment or supplement with the SEC and, if appropriate, in mailing such amendment or its staff or any other government officials, and/or mailing supplement to stockholders the shareholders of the Company, such amendment or supplement. If required, the The Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation recommendations of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors exercise of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) Warrant and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)transactions contemplated hereby and thereby.

Preparation of Proxy Statement. (a) If required by applicable law The Company shall, as soon as practicable, but in order to consummate any event within twenty (20) days after the Offer date hereof, prepare and the Merger, at the request of file (after providing Parent and in accordance Merger Sub with applicable law, the Company a reasonable opportunity to review and Parent shall prepare and the Company shall file with the SEC (if necessary), comment thereon) preliminary proxy materials (including, without limitation, a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to the approval of the Merger and the adoption of this Agreement by the stockholders of the Company. As promptly as practicable following receipt of SEC comments thereonStockholders Meeting (together with any subsequent amendments thereof or supplements thereto, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable the SEC requirementsand shall use its commercially reasonable efforts to respond to any comments of the SEC (after providing Parent and Merger Sub with a reasonable opportunity to review and comment thereon) and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC. The Company shall notify Parent and Parent will notify each other Merger Sub promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and Merger Sub with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or the Transactions. The Company shall cause the Proxy Statement (other filingthan portions relating to Parent and Merger Sub) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders Meeting (including any requirement to amend or supplement the Proxy Statement). Whenever Parent and Merger Sub shall cooperate with the Company in the preparation of the Proxy Statement, and each Party shall furnish to the other such information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other Party and shall promptly notify the other Party of any change in such information. If at any time prior to the Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of prepare and mail to its stockholders such occurrence and cooperate in filing with the SEC an amendment or its staff or any other government officialssupplement; provided, and/or mailing to stockholders of the Company, that no such amendment or supplement. If required, supplement to the -------- Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement will be made by the stockholders of the Company and shall include the approval of this Agreement without providing Parent and the Merger by Sub the Board of Directors of the Company and, subject reasonable opportunity to the fiduciary duties of the directors of the Company review and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)comment thereon.

Preparation of Proxy Statement. (a) If required Subject to Section 6.3 below, the Company shall, within 10 Business Days following the acceptance for payment and purchase of Shares by applicable law in order the Purchaser pursuant to consummate the Offer and the Mergeras provided for in this Agreement, at the request of prepare and file (after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) preliminary proxy materials (including a Schedule 13e-3 filing, if required to be filed under the Exchange Act) relating to meeting of the holders of the Shares to be held in accordance connection with applicable lawthe Transactions (together with any amendments thereof or supplements thereto, the Company “Proxy Statement”) (or, if reasonably requested by Parent or the Purchaser and Parent shall prepare and appropriate under the Company shall file Exchange Act, an information statement in lieu of a proxy statement pursuant to Rule 14C under the Exchange Act, with all references herein to the Proxy Statement being deemed to refer to such information statement, to the extent applicable) with the SEC and shall use reasonable best efforts to respond to any comments of the SEC (if necessary), preliminary proxy materials relating after providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon) and to cause the Proxy Statement to be mailed to the approval of the Merger and the adoption of this Agreement by the Company’s stockholders of the Company. As as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company shall promptly notify Parent and Parent will notify each other promptly the Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Parent and the Purchaser with copies of all correspondence between such party the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement, any of the Transaction Agreements or any of the Transactions. The Company will cause the Proxy Statement (other than portions relating to Parent and/or the Purchaser) to comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder applicable to the Proxy Statement and the solicitation of proxies for the Stockholders’ Meeting (including any requirement to amend or supplement the Proxy Statement) and each party shall furnish to the other filingsuch information relating to it and its Affiliates and the Transactions and such further and supplemental information as may be reasonably requested by the other party. Whenever If at any time prior to the Stockholders’ Meeting there shall occur any event occurs that is required under the Exchange Act or by the SEC to be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing with the SEC or mail to its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, ; provided that no such amendment or supplement to the Proxy Statement shall solicit will be made by the Company without providing Parent and the Purchaser with a reasonable opportunity to review and propose comments thereon and without the approval of Parent and the Merger Purchaser, which approval shall not be unreasonably withheld. The Company and adoption of its counsel shall permit Parent, Purchaser and their counsel to participate in all substantive communications with the SEC and its staff, including meetings and telephone conferences, relating to the Proxy Statement, this Agreement by or the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)Transactions.

Preparation of Proxy Statement. The Company shall, no later than fifteen (a15) If required by applicable law in order to consummate Business Days following the Offer and the Mergerexecution of this Agreement, at the request of Parent and in accordance with applicable law, the Company and Parent shall prepare and the Company shall file with the SEC a proxy statement (if necessary)the “Proxy Statement”) in accordance with the Exchange Act and any other applicable Laws, preliminary proxy materials relating will use its commercially reasonable efforts to respond to any comments of the SEC or its staff to the approval satisfaction of the Merger SEC or its staff within five (5) Business Days following receipt thereof and to cause the adoption Proxy Statement to be mailed to the Company’s stockholders within five (5) Business Days following clearance of the Proxy Statement by the SEC, provided that the preceding time periods shall be extended to the extent of any failure by Parent to provide comments within the time periods set forth in the last sentence of this Agreement by Section 7.3(b). The Proxy Statement shall include the stockholders Recommendation unless prior to the date of the Company. As promptly as practicable following receipt of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company mailing a Change in Board Recommendation shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred have occurred pursuant to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsSection 6.2(d). The Company and shall notify Parent will notify each other promptly of upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information information, and will shall supply each other Parent with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, or its staff staff, or any other government officials, on the other hand, with respect to the Proxy Statement Statement. The Company shall consult with Parent and its counsel prior to responding to any comments from the SEC or its staff or any other filinggovernment officials. Whenever If at any time prior to the Company Stockholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If requiredThe Company shall not file or mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders prior to consultation with Parent and consideration in good faith of any comments submitted by Parent, which comments of Parent shall be accepted so long as they are reasonable and not in violation of applicable Law. Parent shall provide comments regarding any draft of the Proxy Statement shall solicit or any amendment or supplement thereto promptly, and in any event, with respect to the approval initial draft of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company andProxy Statement, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e)within five (5) Business Days following Parent’s receipt thereof, and Section 8.3(b)(i)with respect to any amendment or supplement thereto, the recommendation of the Board of Directors of the Company to the Company's stockholders that they vote in favor of the adoption of this Agreement within three (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal3) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn).Business Days following Parent’s receipt thereof. 51

Preparation of Proxy Statement. (a) If required by applicable law in order to consummate As soon as practicable following the Offer and the Merger, at the request execution of Parent and in accordance with applicable lawthis Agreement, the Company and Parent shall prepare and the Company shall file with the SEC (if necessary), a preliminary proxy materials relating statement (as amended and supplemented, the “Proxy Statement”) in connection with the meeting of its shareholders (the “Shareholders Meeting”) to consider the Merger. The Company shall use its reasonable best efforts to respond to any written comments of the SEC or its staff, and, to the approval of extent permitted by law, to cause the Merger and the adoption of this Agreement by the stockholders of Proxy Statement to be mailed to the Company. As ’s shareholders as promptly as practicable following receipt after responding to all such comments to the satisfaction of SEC comments thereon, if any, or upon receipt of notification that the SEC will not comment thereon, the Company shall file with the SEC definitive proxy materials (such proxy materials as amended or supplemented are referred to herein as the "Proxy Statement") which comply in form with applicable SEC requirementsstaff. The Company and Parent will shall notify each other Buyer promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any other filing or for additional information and will shall supply each other Buyer with copies of all correspondence between such party the Company or any of its representativesRepresentatives, on the one hand, and the SEC, SEC or its staff or any other government officialsstaff, on the other hand, with respect to the Proxy Statement or other filingthe Merger. Whenever If at any time prior to the Shareholders Meeting there shall occur any event occurs that is required to should be set forth in an amendment or supplement to the Proxy Statement or any other filingStatement, the Company shall promptly inform Parent Buyer. In such event, the Company, with the cooperation of Buyer and Merger Sub, will promptly prepare and mail to its shareholders such occurrence an amendment or supplement. Buyer shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto and cooperate in shall furnish the Company with all information required to be included therein with respect to Buyer or Merger Sub. Buyer and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement, any amendment or supplement thereto, and any such correspondence prior to its filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. If required, the Proxy Statement shall solicit the approval of the Merger and adoption of this Agreement by the stockholders of the Company and shall include the approval of this Agreement and the Merger by the Board of Directors of the Company and, subject to the fiduciary duties of the directors of the Company and the provisions of Section 5.2, Section 8.1(e), and Section 8.3(b)(i), the recommendation of the Board of Directors of the Company dissemination to the Company's stockholders that they vote in favor of the adoption of this Agreement (provided that the Board of Directors of the Company may exclude such recommendation if, pursuant to Section 5.2, it is permitted to endorse or recommend a Superior Proposal) and shall include the opinion of the Company's financial advisors as described in Section 3.24 (unless subsequently withdrawn)’s shareholders.